ADVANCED REGENERATIVE MANUFACTURING INSTITUTE, INC.

FINANCIAL STATEMENTS and SUPPLEMENTARY INFORMATION and FEDERAL REPORTS IN ACCORDANCE WITH UNIFORM GUIDANCE Eleven Month Period Ended December 31, 2017 With Independent Auditor's Report

INDEPENDENT AUDITOR'S REPORT Board of Directors Advanced Regenerative Manufacturing Institute, Inc. Report on the Financial Statements We have audited the accompanying financial statements of Advanced Regenerative Manufacturing Institute, Inc. (ARMI), which comprise the statement of financial position as of December 31, 2017, and the related statements of activities and cash flows for the eleven month period then ended December 31, 2017, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ARMI as of December 31, 2017, and the changes in its net assets and its cash flows for the eleven month period then ended in accordance with U.S. generally accepted accounting principles.

Board of Directors Advanced Regenerative Manufacturing Institute, Inc. Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with U.S. generally accepted auditing standards. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated September 10, 2018 on our consideration of ARMI's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of ARMI's internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering ARMI's internal control over financial reporting and compliance. Portland, Maine September 10, 2018-2 -

Statement of Financial Position December 31, 2017 ASSETS Current assets Cash and cash equivalents $ 945,112 Accounts receivable 277,582 Prepaid expenses and other assets 85,186 Total current assets 1,307,880 Property and equipment Office equipment 38,932 Less accumulated depreciation 5,848 Property and equipment, net 33,084 Total assets $ 1,340,964 LIABILITIES AND NET ASSETS Current liabilities and total liabilities Accounts payable and accrued expenses $ 177,718 Deferred revenue 889,447 Total current liabilities and total liabilities 1,067,165 Unrestricted net assets 273,799 Total liabilities and net assets $ 1,340,964 The accompanying notes are an integral part of these financial statements. - 3 -

Statement of Activities Eleven Month Period Ended December 31, 2017 Changes in unrestricted net assets Revenues and other support Membership dues $ 277,418 Federal award 2,167,150 Contributed cost share 1,777,482 Interest income 500 Other 11,159 Total revenues and other support 4,233,709 Operating expenses Labor and overhead 2,178,221 Consulting 265,701 Conferences and meetings 57,570 Travel 67,556 Pass-through to subrecipients 1,390,862 Total operating expenses 3,959,910 Change in unrestricted net assets 273,799 Unrestricted net assets, beginning of period - Unrestricted net assets, end of period $ 273,799 The accompanying notes are an integral part of these financial statements. - 4 -

Statement of Cash Flows Eleven Month Period Ended December 31, 2017 Cash flows from operating activities Change in net assets $ 273,799 Adjustments to reconcile change in net assets to net cash provided by operating activities Depreciation 5,848 Changes in operating assets and liabilities Accounts receivable (277,582) Prepaid expenses and other assets (85,186) Accounts payable and accrued expenses 177,718 Deferred revenue 889,447 Net cash provided by operating activities 984,044 Cash flows from investing activities Purchases of property and equipment (38,932) Net increase in cash and cash equivalents 945,112 Cash and cash equivalents, beginning of period - Cash and cash equivalents, end of period $ 945,112 The accompanying notes are an integral part of these financial statements. - 5 -

Notes to Financial Statements December 31, 2017 Nature of Business Incorporated on July 27, 2016, with operations commencing on February 1, 2017, Advanced Regenerative Manufacturing Institute, Inc. (ARMI) is a not-for-profit corporation organized under New Hampshire law whose mission is to make practical the large-scale manufacturing of engineered cells, tissues and eventually, entire organs and develop the trained and ready workforce necessary for that manufacturing. 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements, which are presented on the accrual basis of accounting, have been prepared to focus on ARMI as a whole and to present balances and transactions according to the existence or absence of donor-imposed restrictions. ARMI displays its activities and net assets in three classes: unrestricted, temporarily restricted, and permanently restricted. Revenues are reported as increases in unrestricted net assets unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as decreases in unrestricted net assets. Expirations of temporary restrictions on net assets, that is, situations in which the donor imposed stipulated purpose has been accomplished and/or the stipulated time period has elapsed, are reported as reclassifications between the applicable classes of net assets. ARMI has no temporarily or permanently restricted net assets as of December 31, 2017. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with maturities of three months or less at the date of purchase. ARMI maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. ARMI has not experienced any losses in such accounts and management believes ARMI is not exposed to any significant risk with respect to these accounts. - 6 -

Notes to Financial Statements December 31, 2017 Accounts Receivable Accounts receivable are stated at the amount management expects to collect on outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of December 31, 2017, ARMI believed all outstanding balances to be fully collectible and therefore assessed no valuation on the outstanding balances. Property and Equipment Property and equipment is stated at cost or, if acquired by gift, at appraised value at the date of gift. The Organization's policy is to capitalize individual purchases in excess of $5,000. Routine maintenance and repairs are expensed as incurred. Gains on the sale of property and equipment are reported, if unrestricted, as an increase in unrestricted net assets, or, if restricted, as an increase in temporarily or permanently restricted net assets, as appropriate. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method. Income Taxes ARMI is intended to be a not-for-profit corporation as described under Section 501(c)(6) of the Internal Revenue Code exempt from federal and state income taxes on income related to the fulfillment of the ARMI's mission. The application to be recognized as such is due to the Internal Revenue Service by October 2018. Accordingly, no income tax expense has been reported in these financial statements. Revenue Recognition Membership fees are recognized within the time period covered by the membership term. Registration fees are recognized within the time period covered by the event or program. Federal Award Revenues ARMI has received a five-year federal award through 2021 of approximately $80 million from the U.S. Department of Defense (DoD) to assist ARMI in accomplishing its mission. Unrestricted revenue from the award is recognized as the award expenditures are incurred. Total federal award revenue recognized for the eleven month period ended December 31, 2017 was $2,167,150. There was no amount due from the DoD at December 31, 2017. Deferred revenue from the federal award was $837,024 at December 31, 2017, and consisted of advances received from DoD to assist in the start-up of ARMI. Receipt of the DoD federal award constitutes approximately 51% of ARMI's total revenues and other support for the eleven month period ended December 31, 2017. - 7 -

Notes to Financial Statements December 31, 2017 Contributed Cost Share Contributions of services are recognized when received if the services require specialized skills, are provided by individuals or entities possessing those skills, and would typically need to be purchased if not donated. Contributions of program and other supplies are recorded upon receipt when there is an objective and reasonable basis upon which to value the in-kind contributions. These contributions are an integral part of ARMI activities. Subsequent Events For purposes of the preparation of these financial statements in conformity with U.S. GAAP, management has considered transactions or events occurring through September 10, 2018, which was the date that the financial statements were available to be issued. Management has not evaluated subsequent events after that date for inclusion in the financial statements. 2. Related Party Transactions ARMI received membership dues from a related party of a member of the Board of Directors. The amount of membership dues from the related party amounted to $250,000 for the eleven month period ended December 31, 2017. ARMI receives mission support services from two related parties of members of the Board of Directors. The amount paid for mission support services to the related parties was $1,640,187 for the eleven month period ended December 31, 2017. ARMI leases its office space under a lease agreement with a related party of a member of the Board of Directors, expiring on June 30, 2022. The lease agreement requires monthly payments of $7,106 beginning on July 1, 2017 through June 30, 2022. Rent expense for the eleven month period ended December 31, 2017 was $42,636. Estimated future minimum lease payments under this lease are as follows: 2018 $ 85,272 2019 85,272 2020 85,272 2021 85,272 2022 42,636 $ 383,724-8 -

Notes to Financial Statements December 31, 2017 3. Cost Share During the eleven month period ended December 31, 2017, ARMI recorded the value of contributed services in the financial statements as follows: Unrestricted cost share included in expenses: Labor $ 1,580,651 Consulting 163,002 Other professional services 3,500 Travel 30,329 4. Functional Expense Total included in expenses $ 1,777,482 Expenses related to services provided to ARMI's members and to grant funded programs, and for necessary support services are as follows: Program services $ 3,834,595 Management and general 125,315 $ 3,959,910-9 -

FEDERAL REPORTS IN ACCORDANCE WITH THE UNIFORM GUIDANCE

Schedule of Expenditures of Federal Awards Eleven Month Period Ended December 31, 2017 Federal Grant/Program Title Federal CFDA Number Agreement Number Pass-through to Subrecipients Total Federal Expenditures U.S. Department of Defense: Direct: Basic, Applied, and Advanced Research in Science and Engineering 12.630 W911NF-17-3-0003 $ 1,390,862 $ 2,167,150 Total U.S. Department of Defense and Total Federal Expenditures $ 1,390,862 $ 2,167,150-10 -

Notes to Schedule of Expenditures of Federal Awards Eleven Month Period Ended December 31, 2017 1. Basis of Presentation The accompanying schedule of expenditures of federal awards (the Schedule) includes the federal grant activity of Advanced Regenerative Manufacturing Institute, Inc. (ARMI) under programs of the federal government for the eleven month period ended December 31, 2017. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of ARMI, it is not intended to, and does not, present the financial position, changes in unresticted net assets or cash flows of ARMI. 2. Summary of Significant Accounting Policies Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. 3. Indirect Costs ARMI has elected not to use the 10% de minimis indirect cost rate. - 11 -

INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Board of Directors Advanced Regenerative Manufacturing Institute, Inc. We have audited, in accordance with U.S generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Advanced Regenerative Manufacturing Institute, Inc. (ARMI), which comprise the statement of financial position as of December 31, 2017, and the related statements of activities and cash flows for the eleven month period then ended, and the related notes to the financial statements, and have issued our report thereon dated September 10, 2018. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered ARMI's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of ARMI's internal control. Accordingly, we do not express an opinion on the effectiveness of ARMI's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. - 12-

Board of Directors Advanced Regenerative Manufacturing Institute, Inc. Compliance and Other Matters As part of obtaining reasonable assurance about whether ARMI's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of ARMI's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering ARMI's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Portland, Maine September 10, 2018-13 -

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR THE MAJOR PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE Board of Directors Advanced Regenerative Manufacturing Institute, Inc. Report on Compliance for the Major Federal Program We have audited Advanced Regenerative Manufacturing Institute, Inc.'s (ARMI) compliance with the types of compliance requirements described in the Office of Management and Budget Compliance Supplement that could have a direct and material effect on ARMI's major federal program for the eleven month period ended December 31, 2017. ARMI's major federal program is identified in the summary of auditor s results section of the accompanying schedule of findings and questioned costs. Management s Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor s Responsibility Our responsibility is to express an opinion on compliance for ARMI's major federal program based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with U.S. generally accepted auditing standards; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about ARMI s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for the major federal program. However, our audit does not provide a legal determination of ARMI's compliance. Opinion on the Major Federal Program In our opinion, ARMI complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on its major federal program for the eleven month period ended December 31, 2017. - 14-

Board of Directors Advanced Regenerative Manufacturing Institute, Inc. Report on Internal Control Over Compliance Management of ARMI is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered ARMI's internal control over compliance with the types of requirements that could have a direct and material effect on the major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for the major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of ARMI's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Portland, Maine September 10, 2018-15 -

Schedule of Findings and Questioned Costs Eleven Month Period Ended December 31, 2017 Section I - Summary of Auditor's Results Financial Statements Type of auditor's report issued: Unmodified Internal control over financial reporting: Material weakness(es) identified? Yes X No Significant deficiency(ies) identified that are not considered to be material weaknesses? Yes X None reported Noncompliance material to financial statements noted? Yes X No Federal Awards Internal control over major programs: Material weakness(es) identified? Yes X No Significant deficiency(ies) identified that are not considered to be material weaknesses? Yes X None reported Type of auditor's report issued on compliance for major programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR Section 200.516a? Yes X No Identification of major programs: CFDA Number(s) Name of Federal Program or Cluster 12.630 U.S. Department of Defense - Basic, Applied, and Advanced Research in Science and Engineering Dollar threshold used to distinguish between Type A and Type B programs: $750,000 Auditee qualified as low-risk auditee? Yes X No Section II - Findings Relating to the Financial Statement Which are Required to be Reported in Accordance with Government Auditing Standards None noted Section III - Findings and Questioned Costs for Federal Awards None noted - 16 -